0001209191-21-034246.txt : 20210519 0001209191-21-034246.hdr.sgml : 20210519 20210519210815 ACCESSION NUMBER: 0001209191-21-034246 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210519 FILED AS OF DATE: 20210519 DATE AS OF CHANGE: 20210519 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fleming William Fred Jr CENTRAL INDEX KEY: 0001805695 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40396 FILM NUMBER: 21942120 MAIL ADDRESS: STREET 1: 6309 CARPINTERIA AVE CITY: CARPINTERIA STATE: CA ZIP: 93013 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PROCORE TECHNOLOGIES, INC. CENTRAL INDEX KEY: 0001611052 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 731636261 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6309 CARPINTERIA AVE. CITY: CARPINTERIA STATE: CA ZIP: 93013 BUSINESS PHONE: 866-477-6267 MAIL ADDRESS: STREET 1: 6309 CARPINTERIA AVE. CITY: CARPINTERIA STATE: CA ZIP: 93013 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-05-19 0 0001611052 PROCORE TECHNOLOGIES, INC. PCOR 0001805695 Fleming William Fred Jr 6309 CARPINTERIA AVE CARPINTERIA CA 93013 0 1 0 0 VP, Corporate Controller Common Stock 57131 D Stock Option (Right to Buy) 12.22 2028-06-16 Common Stock 56000 D Stock Option (Right to Buy) 22.63 2029-06-03 Common Stock 10000 D Include 25,416 shares issuable on settlement of restricted stock units ("RSUs"). The shares subject to the RSU will vest upon the satisfaction of both a liquidity-based condition and a service-based condition before the award's expiration date. The liquidity-based condition will be satisfied upon the first to occur of (i) a Change of Control and (ii) the effective date of a registration statement for an initial public offering of the Company's common stock. The service-based vesting condition is satisfied to 1/16th of the shares subject to the RSU on May 20, 2021, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. "Company Vesting Date" means each February 20, May 20, August 20, and November 20. Includes 21,754 shares issuable on settlement of RSUs. The shares subject to the RSU will vest upon the satisfaction of both a liquidity-based condition and a service-based condition before the award's expiration date. The liquidity-based condition will be satisfied upon the first to occur of (i) a Change of Control and (ii) the effective date of a registration statement for an initial public offering of the Company's common stock. The service-based vesting condition is satisfied to 1/16th of the shares subject to the RSU on May 20, 2020, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. "Company Vesting Date" means each February 20, May 20, August 20, and November 20. Includes 9,961 shares issuable on settlement of RSUs. The shares subject to the RSU will vest upon the satisfaction of both a liquidity-based condition and a service-based condition before the award's expiration date. The liquidity-based condition will be satisfied upon the first to occur of (i) a Change of Control and (ii) the effective date of a registration statement for an initial public offering of the Company's common stock. The service-based vesting condition is satisfied to 1/16th of the shares subject to the RSU on February 20, 2021, and as to 1/16th of the shares on each Company Vesting Date thereafter, subject to continued service through each applicable vesting date. "Company Vesting Date" means each February 20, May 20, August 20, and November 20. Twenty-Five percent of the shares subject to the option vest on March 16, 2019 and 1/48th of the shares subject to the option shall vest monthly thereafter, subject to continued service through each applicable vesting date. The shares subject to the option vest in 48 equal monthly installments beginning on the one month anniversary of 4/16/2019, subject to continued service through each applicable vesting date. /s/ Benjamin C. Singer, Attorney-in-fact 2021-05-19 EX-24.3_986681 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby constitutes and appoints Craig F. Courtemanche, Jr., Paul Lyandres and Benjamin C. Singer of Procore Technologies, Inc. and Peter Mandel, Eric Steiner, Brian Youn and Nguyen Nguyen of Cooley LLP, or any of them signing singly, with full power of substitution, the undersigned's true and lawful attorney-in-fact to: (1) prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID Application to Obtain EDGAR Access Codes and any other forms necessary to generate EDGAR codes on my behalf enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC; (2) execute for and on behalf of the undersigned, in the undersigned's capacity as a director, officer and/or a 10% stockholder of Procore Technologies, Inc. (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and execute any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. This Power of Attorney shall remain in full force and effect until either the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company or unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of January, 2020. /s/ William Fred Fleming, Jr. William Fred Fleming, Jr.